Provisions are recognised when the Company has a presentlegal or constructive obligation as a result of past events, it isprobable that an outflow of resources will be required to settlethe obligation and the amount can be reliably estimated.Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihoodthat an outflow will be required in settlement is determinedby considering the class of obligations as a whole. A provisionis recognised even if the likelihood of an outflow with respectto any one item included in the same class of obligationsmay be small.
Provisions are measured at the present value of management'sbest estimate of the expenditure required to settle the presentobligation at the end of the reporting period. The discount rateused to determine the present value is a pre-tax rate that reflectscurrent market assessments of the time value of money and therisks specific to the liability. The increase in the provision due tothe passage of time is recognised as interest expense.
Disclosure of contingent liabilities is made when there is apossible obligation or a present obligation that may, butprobably will not, require an outflow of resources. Where thereis possible obligation or a present obligation in respect of whichthe likelihood of outflow of resources is remote, no provision ordisclosure is made.
Contingent assets are not recognised in the financial statements.However, contingent assets are assessed continually and if it isvirtually certain that an inflow of economic benefits will arise,the asset and related income are recognised in the period inwhich the change occurs.
The Company accounts for business combinations underacquisition method of accounting. Acquisition related costsare recognized in the statement of profit and loss accountas incurred. The acquiree's identifiable assets, liabilities andcontingent liabilities that meet the condition of recognition
are recognized at their carrying values at the acquisitiondate. Purchase consideration paid in excess of the fairvalue of net assets acquired is recognized as goodwill. Thechoice of measurement basis is made on an acquisition-by¬acquisition basis.
Further business combinations arising from transfer of interestin entities that are under common control are accounted atpooling of interest. Under the pooling of interest method, theassets and liabilities of the combining entities are reflected attheir carrying amounts, the only adjustment that are made areto harmonize accounting policies.
The financial information in the financial statements inrespect of periods are restated as if the business combinationhad occurred from the beginning of the preceding periodin the financial statements, irrespective of the actual dateof the combination. However, if business combination hadoccurred after the date, the prior period information is restatedonly that date.
The identity of the reserves is preserved and they appear in thefinancial statements of the Company in the same form in whichthey appeared in the financial statements of the acquiredentity. The difference, if any, between the consideration and theamount of share capital of the acquired entity is transferred toOther equity in a separate reserve account.
Goodwill represents the excess of consideration transferred,together with the amount of noncontrolling interest in theacquiree, over the fair value of the identifiable net assetsacquired. Goodwill is measured at cost less accumulatedimpairment losses.
The Company measures financial instruments at fair value ateach reporting date.
A financial instrument is any contract that gives rise to afinancial asset of one entity and a financial liability or equityinstrument of another entity.
The Company classifies its financial assets in the followingmeasurement categories:
• those to be measured subsequently at fair value(either through other comprehensive income, orthrough statement of profit and loss); and
• those to be measured at amortised cost.
The classification depends on the entity's business modelfor managing the financial assets and the contractualterms of the cash flows.
For assets measured at fair value, gains and losses willeither be recorded in statement of profit and loss or othercomprehensive income.
(b) Initial recognition and measurement
Purchases or sales of financial assets that require deliveryof assets within a time frame established by regulationor convention in the marketplace (regular way trades)are recognised on the trade date, i.e., the date that theCompany commits to purchase or sell the asset. All otherfinancial assets are recognised initially at fair value plus,in the case of financial assets not recorded at fair valuethrough statement of profit and loss, transaction costs thatare attributable to the acquisition of the financial asset.However, trade receivables that do not contain significantfinancing component are measured at transaction price.
(c) Subsequent measurement
For purposes of subsequent measurement, financialassets are classified in below categories:
(i) Debt instruments at amortised cost
A 'debt instrument' is subsequently measured at theamortised cost using the effective interest rate (EIR)method. Amortised cost is calculated by taking intoaccount any discount or premium on acquisitionand fees or costs that are an integral part of the EIR.The EIR amortisation is included in Other Income inthe profit or loss. The losses arising from impairment
are recognised in the standalone statement ofprofit and loss.
Debt instruments included within the FVTOCIcategory are measured initially as well as at eachreporting date at fair value. Fair value movementsare recognised in the other comprehensive income(OCI). However, the Company recognises interestincome, impairment losses and reversals and foreignexchange gain or loss in the profit or loss. On de¬recognition of the asset, cumulative gain or losspreviously recognised in OCI is reclassified from theequity to profit or loss. Interest earned whilst holdingFVTOCI debt instrument is reported as interestincome using the EIR method.
(iii) Debt instrument at fair value through profit orloss (FVTPL)
FVTPL is a residual category for debt instruments.Any debt instrument, which does not meet thecriteria for categorisation as at amortised cost oras FVTOCI, is classified as at FVTPL. In addition, theCompany may elect to designate a debt instrument,which otherwise meets amortised cost or FVTOCIcriteria, as at FVTPL. However, such election isallowed only if doing so reduces or eliminates ameasurement or recognition inconsistency (referredto as 'accounting mismatch'). Debt instrumentsincluded within the FVTPL category are measuredat fair value with all the changes in the standalonestatement of profit and loss.
All equity instruments in scope of Ind AS 109 aremeasured at fair value. Equity instruments whichare held for trading are classified as at FVTPL. Forall other equity instruments, the Company maymake an irrevocable election to present subsequentchanges in the fair value in OCI. The Company makessuch election on an instrument-by-instrument basis.The classification is made on initial recognition andis irrevocable. If the Company decides to classifyan equity instrument as at FVTOCI, then all fairvalue changes on the instrument, including foreignexchange gain or loss and excluding dividends, arerecognised in the OCI. There is no recycling of the
amounts from OCI to profit or loss, even on sale ofinvestment. However, the Company may transferthe cumulative gain or loss within equity. Equityinstruments included within the FVTPL category aremeasured at fair value with all changes recognised inthe standalone statement of profit and loss.
(d) Investments in subsidiaries
Investments in subsidiaries are carried at cost lessaccumulated impairment losses, if any. Where anindication of impairment exists, the carrying amount ofthe investment is assessed and written down immediatelyto its recoverable amount. On disposal of investmentsin subsidiaries, the difference between net disposalproceeds and the carrying amounts are recognised in theStatement of profit and loss.
The Company reviews its carrying value of investmentsannually, or more frequently when there is an indicationfor impairment. If the recoverable amount is less than itscarrying amount, the impairment loss is accounted for.
The Company de-recognises a financial asset only whenthe contractual rights to the cash flows from the assetexpires or it transfers the financial asset and substantiallyall the risks and rewards of ownership of the asset. Whenthe Company has transferred its rights to receive cashflows from an asset or has entered into a pass-througharrangement, it evaluates if and to what extent it hasretained the risks and rewards of ownership. When ithas neither transferred nor retained substantially allof the risks and rewards of the asset, nor transferredcontrol of the asset, the Company continues to recognisethe transferred asset to the extent of the Company'scontinuing involvement. In that case, the Company alsorecognises an associated liability. The transferred assetand the associated liability are measured on a basis thatreflects the rights and obligations that the Companyhas retained.
Continuing involvement that takes the form of a guaranteeover the transferred asset is measured at the lower of theoriginal carrying amount of the asset and the maximumamount of consideration that the Company could berequired to repay.
In accordance with Ind AS 109, the Company appliesexpected credit loss (ECL) model for measurement andrecognition of impairment loss on the debt instruments,that are measured at amortised cost e.g., loans, tradereceivables, bank balances.
Expected credit loss is the difference between all thecontractual cash flows that are due to the Company inaccordance with the contract and all the cash flows thatthe entity expects to receive.
The management uses a provision matrix to determinethe impairment loss on the portfolio of trade and otherreceivables. Provision matrix is based on its historicallyobserved expected credit loss rates over the expectedlife of trade receivables and is adjusted for forwardlooking estimates.
Expected credit loss allowance or reversal recognisedduring the period is recognised as income or expense,as the case may be, in the Statement of Profit and Loss.In case of balance sheet, it is shown as reduction fromspecific financial asset.
Financial liabilities are classified, at initial recognition, asfinancial liabilities at fair value through statement of profitand loss, loans and borrowings, payables.
All financial liabilities are recognised initially at fair valueand, in the case of loans and borrowings and payables, netof directly attributable transaction costs.
The Company's financial liabilities include trade and otherpayables and derivative financial instruments.
The measurement of financial liabilities depends on theirclassification, as described below:
Financial liabilities at fair value through statement of profitand loss include financial liabilities held for trading andfinancial liabilities designated upon initial recognition asat fair value through statement of profit and loss. Financialliabilities are classified as held for trading if they are
incurred for the purpose of repurchasing in the near term.This category also includes derivative financial instrumentsentered into by the Company that are not designated ashedging instruments in hedge relationships as defined byInd AS 109- Financial Instruments. Separated embeddedderivatives are also classified as held for trading unlessthey are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognisedin the statement of profit and loss.
Financial liabilities designated upon initial recognition atfair value through profit or loss are designated as such atthe initial date of recognition, and only if the criteria in IndAS 109 - Financial Instruments are satisfied. For liabilitiesdesignated as FVTPL, fair value gains/ losses attributableto changes in own credit risk are recognised in OCI. Thesegains/ losses are not subsequently transferred to theprofit or loss. However, the Company may transfer thecumulative gain or loss within equity. All other changes infair value of such liability are recognised in profit or loss.The Company has not designated any financial liability asfair value through statement of profit and loss.
After initial recognition, interest-bearing loans andborrowings are subsequently measured at amortised costusing the effective interest rate (EIR) method. Gains andlosses are recognised in statement of profit and loss whenthe liabilities are de-recognised as well as through the EIRamortisation process.
Amortised cost is calculated by taking into account anydiscount or premium on acquisition and fees or coststhat are an integral part of the EIR. The EIR amortisation isincluded as finance costs in the statement of profit and loss.
This category generally applies to interest-bearing loansand borrowings.
A financial liability is de-recognised when the obligationunder the liability is discharged or cancelled or expires.When an existing financial liability is replaced by anotherfrom the same lender on substantially different terms, orthe terms of an existing liability are substantially modified,such an exchange or modification is treated as the de¬recognition of the original liability and the recognition of
a new liability. The difference in the respective carryingamounts is recognised in the statement of profit and loss.
The Company uses derivative financial instruments, suchas foreign exchange forward to hedge its foreign currencyrisks for which no hedge accounting is applied. Suchderivative financial instruments are initially recognisedat fair value on the date on which a derivative contractis entered into and are subsequently re-measured at fairvalue. The changes in fair value of such derivative contracts,as well as the foreign exchange gain and losses relating tomonetary items are recognised in the statement of profitand loss. Derivatives are carried as financial assets whenthe fair value is positive and as financial liabilities whenthe fair value is negative.
Financial assets and liabilities are offset and the netamount is reported in the balance sheet where there is alegally enforceable right to offset the recognised amountsand there is an intention to settle on a net basis or realisethe asset and settle the liability simultaneously. The legallyenforceable right must not be contingent on future eventsand must be enforceable in the normal course of businessand in the event of default, insolvency or bankruptcy ofthe Company or the counterparty.
Basic Earnings Per Share ('EPS') is computed by dividing the netprofit attributable to the equity shareholders by the weightedaverage number of equity shares outstanding during the year.Diluted earnings per share is computed by dividing the net profitafter income tax effect of interest and other financing costsassociated with dilutive potential equity shares by the weightedaverage number of equity shares considered for deriving basicearnings per share and also the weighted average number ofequity shares that could have been issued upon conversionof all dilutive potential equity shares. Dilutive potential equityshares are deemed converted as of the beginning of the year,unless issued at a later date. In computing diluted earnings pershare, only potential equity shares that are dilutive and thateither reduces earnings per share or increases loss per shareare included.
The Company operates equity-settled share-basedremuneration plans for its employees. The Company recognisescompensation expense relating to share based payments inaccordance with Ind AS 102-Share based Payment.
For share entitlement granted by the Company to its employees,the estimated fair value as determined on the date of grant, ischarged to the standalone statement of profit and loss on astraight-line basis over the vesting period and assessment ofperformance conditions if any, with a corresponding increase inequity. Upon exercise of share options, the proceeds received,net of any directly attributable transaction costs, are allocatedto share capital up to the nominal (or par) value of the sharesissued with any excess being recorded as share premium
The determination of whether an arrangement is (or contains)a lease is based on the substance of the arrangement at theinception of the lease. The arrangement is, or contains, a leaseif fulfillment of the arrangement is dependent on the use of aspecific asset or assets and the arrangement conveys a rightto use the asset or assets, even if that right is not explicitlyspecified in an arrangement.
The Company's lease asset classes primarily consist ofleases for land, building and vehicle. The Company assesseswhether a contract contains a lease, at inception of acontract. A contract is, or contains, a lease if the contractconveys the right to control the use of an identified assetfor a period of time in exchange for consideration. Toassess whether a contract conveys the right to control theuse of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset
(ii) the Company has substantially all of the economicbenefits from use of the asset through the period of thelease and (iii) the Company has the right to direct the useof the asset.
At the date of commencement of the lease, theCompany recognises a right-of-use asset ("ROU") and acorresponding lease liability for all lease arrangements inwhich it is a lessee, except for leases with a term of twelvemonths or less (short term leases) and low value leases.For these short term and low value leases, the Company
recognises the lease payments as an operating expenseon a straight-line basis over the term of the lease.
Certain lease arrangements include the options to extendor terminate the lease before the end of the lease term.ROU assets and lease liabilities includes these optionswhen it is reasonably certain that they will be exercised.The right-of-use assets are initially recognised at cost,which comprises the initial amount of the lease liabilityadjusted for any lease payments made at or prior to thecommencement date of the lease plus any initial directcosts less any lease incentives. They are subsequentlymeasured at cost less accumulated depreciation andimpairment losses.
Right-of-use assets are depreciated from thecommencement date on a straight-line basis over theshorter of the lease term and useful life of the underlyingasset. Right of use assets are evaluated for recoverabilitywhenever events or changes in circumstances indicatethat their carrying amounts may not be recoverable.For the purpose of impairment testing, the recoverableamount (i.e., the higher of the fair value less cost to selland the value-in-use) is determined on an individual assetbasis unless the asset does not generate cash flows thatare largely independent of those from other assets. Insuch cases, the recoverable amount is determined for theCash Generating Unit (CGU) to which the asset belongs.
The lease liability is initially measured at amortised cost atthe present value of the future lease payments. The leasepayments are discounted using the interest rate implicitin the lease or, if not readily determinable, using theincremental borrowing rates in the country of domicileof these leases. Lease liabilities are remeasured with acorresponding adjustment to the related right of use assetif the Company changes its assessment if whether it willexercise an extension or a termination option.
Lease liability and ROU assets have been separatelypresented in the Balance Sheet and lease payments havebeen classified as financing cash flows.
The Ministry of Corporate Affairs notified new standards oramendment to existing standards under Companies (IndianAccounting Standards) Rules as issued from time to time. TheCompany applied following amendments for the first-timeduring the current year which are effective from 1 April 2024:
The amendments require an entity to recognise leaseliability including variable lease payments which are not
linked to index or a rate in a way it does not result into gainon Right of Use asset it retains.
MCA notified Ind AS 117, a comprehensive standardthat prescribe, recognition, measurement and disclosurerequirements, to avoid diversities in practice for accountinginsurance contracts and it applies to all companies i.e., toall "insurance contracts" regardless of the issuer. However,Ind AS 117 is not applicable to the entities which areinsurance companies registered with IRDAI.
The Company has reviewed the new pronouncementsand based on its evaluation has determined that theseamendments do not have a significant impact on theStandalone Financial Statements.
There are no new and amended standards that are issued, butnot yet effective as of 31March 2025.
The Goodwill amounting to C60.25 pertains to the acquisition of Casper Pharma Private Limited, erstwhile subsidiary of theCompany. Following the merger of Casper Pharma Private Limited with the Company, and the resulting goodwill has beenrecognized in the standalone financial statement. Goodwill is allocated to the Casper and formulation business division ofthe Company (together known as Cash generating unit) expected to benefit from the synergies of the business combinationsin which the goodwill arises. The Company tests cash-generating units with goodwill annually for impairment, or morefrequently if there is an indication that a cash-generating unit to which goodwill has been allocated may be impaired. Therecoverable amount of goodwill has been assessed by using a value-in-use model of the underlying cash generating unit("CGU"). The recoverable value is determined by detailed forecast, approved by the management, followed by an extrapolationof expected cash flows for the remaining useful lives using a declining growth rate determined by management. The presentvalue of the expected cash flows of each cash generating unit is determined by applying a suitable discount rate reflectingcurrent market assessments of the time value of money.
(a) The Company prepares its cash flow forecast for five years based on management's projections.
(b) A terminal value is arrived at by extrapolating the last forecasted year cashflows to perpetuity, using a constant long¬term growth rate at 7.00% ( 31 March 2024: 5.00%)
(c) Growth rate
The growth rates are based on industry growth forecasts. Management determines the budgeted growth rates based on pastperformance and its expectations of market development. The weighted average growth rates used were consistent withindustry reports at 14.00%.
Management estimates discount rates that reflect current market assessments of the risks specific to the CGU, taking intoconsideration the time value of money and individual risks of the underlying assets that have not been incorporated in thecash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operatingsegments and is derived from its weighted average cost of capital (WACC) at 12.00% ( 31 March 2024: 17.67%). The Companybelieves that any reasonably possible change in the key assumptions on which a recoverable amount is based would notcause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating units.
Reasonable sensitivities in key assumptions consequent to the change in estimated growth rate and discount rate is unlikelyto cause the carrying amount to exceed the recoverable amount of the cash generating units.
(i) Cohance Lifesciences Inc (formerly known as Suven Pharma Inc) is engaged in the business of contract development andmanufacturing (CDMO) of pharmaceutical products.
(ii) Pursuant to definitive agreements entered by the company with Sapala Organics Private Limited ("Sapala"), the companyhas acquired 51% of the share capital on a fully diluted basis (i.e., 67.5% of the present equity share capital) of Sapala on12 July 2024 for a consideration of C258.00 and gained control of Sapala Organics Private limited ("Sapala") as a subsidiary.The Company has obligation to acquire the non-controlling interest in 2 tranches, one based on achievement of businessperformance milestones and another one based on regulatory approval. The company has recognised the derivative forwardcontract over the Sapala shares is recognized at its fair value. Sapala is a Hyderabad based CDMO focused on Oligo drugsand nucleic acid building blocks including Phosphoramidites & Nucleosides, drug delivery compounds (including GalNAc),Pseudouridine, amongst others.
(iii) Pursuant to the definitive agreements dated 7 December 2024, the Company have acquired the ownership of 56% equityshare capital of NJ Bio, Inc., by a mix of primary infusion and secondary acquisition for a total consideration of $64.4million (C547.96).
The Company holds 56% equity shareholding in the NJ Bio, Inc. through a combination of secondary acquisition of shares fromcertain existing shareholders and a primary subscription to equity share capital of NJ Bio, Inc. The aggregate consideration ofUSD 64.4 million, has been paid in the following manner:
(a) $49.40 million (C420.33), in aggregate, for secondary acquisition of 9,32,113 common equity shares of NJ Bio, Inc. from NJ Bio,Inc's certain existing shareholders; and
(b) $15.00 million (C127.63), in aggregate, for the primary subscription to 2,83,019 common equity shares of NJ Bio, Inc.
Based on above, the Company obtained the control of NJ Bio, Inc. w.e.f 20 December 2024 and has been assessed as Subsidiary.NJ Bio, Inc. is a Contract Research, Development, and Manufacturing Organization ("CRDMO"), focused on 'antibody-drugconjugates' ("ADCs") and 'XDC,' based in Princeton, New Jersey. Further, NJ Bio, Inc. has two wholly owned subsidiaries, namely,(i) NJBIO India Pharmaceutical Private Limited, and (ii) NJ Biotherapeutics, LLC
Further, in terms of the definitive documents:
(a) the Company has a call option to purchase the remaining shares of the NJ Bio, Inc. from the remaining shareholders; and
(b) the remaining shareholders of the NJ Bio Inc. have a put option to sell the remaining shares to NJ Bio, Inc., in each case after5 years, such that if the call option and / or the put option is exercised, the Company could own 100%.
a) Securities premium: The amount received in excess of face value of the equity shares is recognised in securitiespremium. In case of equity-settled share based payment transactions, the difference between fair value on grant dateand nominal value of share is accounted as securities premium. This reserve will be utilised in accordance with provisionsof Section 52 of the Companies Act, 2013.
b) General reserve: The Company has transferred a portion of the net profit of the company before declaring dividend togeneral reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is notrequired under the Companies Act, 2013.
c) Employee Stock Options outstanding account: The employee stock option is used to recognise the value ofequity settled share-based payments provided to employees, including key management personnel, as part of theirremuneration. Refer to note 61 for further details of these plans.
(i) The Company has availed secured short-term packing credit loans of C40.00 from State Bank of India (repayable within90 days, interest at 3-month T-Bill 0.55%) and C30.00 from Citi Bank (repayable within 180 days, interest at 3-monthT-Bill 0.80%). These loans are secured by a first pari-passu charge on current assets, and second pari-passu charges onmovable fixed assets and land & buildings at Pashamylaram and FDC units.
(ii) Packing credit loan amounting to C38.58 as at 31 March 2024 are foreign currency loan and was repayable on demandand it was secured by hypothecation on stocks, Receivables and Other current assets of the company and second chargeon fixed assets at Pashamylaram and FDC units of the company. Interest rate 3 / 6 M SOFR 80 bps i.e 6.26% p.a withmonthly rest charged by State bank of India and 3 / 6 M SOFR 125 bps i.e 6.71 % by Bank of Bahrain & Kuwait. The samehas been fully repaid during current year.
(a) It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of our pending resolutionof the respective proceedings as it is determined only on receipt of judgements/decisions pending with various forum/authorities.
(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.
(c) The Company's pending litigations comprise of proceedings pending with indirect tax and other authorities. TheCompany has reviewed all its pending litigations and proceedings and has adequately provided for where provisionsare required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does notexpect the outcome of these proceedings to have a materially adverse effect on its financial statements.
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company'sprimary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on itsfinancial performance. The Company's financial liabilities comprise of trade payable and other liabilities to manage itsoperation and financial assets include trade receivables, security deposits, loans and advances, etc., arises from its operation.The Company has constituted a Risk Management Committee consisting of a majority of directors and senior managerialpersonnel. The Company has implemented a robust Business Risk Management framework to identify, evaluate businessrisks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectivesand enhance the Company's competitive advantage. The business risk framework defines the risk management approachacross the enterprise at various levels including documentation and reporting. The framework has different risk models whichhelp in identifying risks trend, exposure and potential impact analysis at a Company level. The Audit Committee of the Boardperiodically reviews the risk management framework.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leadingto a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthinessas well as concentration of risks. Credit risk is controlled by analysing credit limits and credit worthiness of customers on acontinuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instrumentsthat are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, loans andother financial assets. The Company establishes an allowance for doubtful receivables and impairment that represents itsestimate of incurred losses in respect of trade receivables, loans, financial assets and investments.The maximum exposure tocredit risk at the reporting date is the carrying value of trade and other receivables.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures andcontrols relating to customer credit risk management. Trade receivables are non-interest bearing and are generallyon credit term in line with respective industry norms. Outstanding customer receivables are regularly monitored.The Management has established a credit policy under which each new customer is analysed individually before theCompany's standard payment and delivery terms and conditions are offered. The Company's receivables turnover is quickand there was no significant default on account of trade and other receivables. An impairment analysis is performedat each reporting date on an individual basis for major clients. The Company assesses at each reporting date whethera financial asset or a group of financial assets is impaired. Expected credit losses are measured at an amount equal tothe 12 months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk onthe financial asset has increased significantly since initial recognition. The Company has used a practical expedient bycomputing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrixtakes into account historical credit loss experience and is adjusted for forward looking information. None of the tradereceivable was past due and impaired. The default in collection as a percentage to total receivable is low and there is noallowance for expected credit loss, considering there is no history of default till date, refer ageing in note 14.
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financialinstitutions with high credit ratings assigned by international and domestic credit rating agencies. The Company limits itsexposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating.The Company does not expect any losses from non-performance by these counterparties, and does not have any significantconcentration of exposures to specific industry sectors or specific country risks.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity riskmanagement is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. TheCompany manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities,by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets andliabilities. The following are the remaining contractual maturities of financial liabilities at reporting date:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchangerates, interest rates, credit, liquidity and other price changes. The Company's exposure to market risk is primarily on accountof foreign currency exchange rate risk, interest rate risk and price risk.
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss andother comprehensive income and equity, where any transaction references more than one currency or where assets/ liabilities are denominated in a currency other than the functional currency of the Company. Considering the countriesand economic environment in which the Company operates, its operations are subject to risks arising from fluctuations inexchange rates in those countries. The Company has a treasury team which evaluates the impact of foreign exchange ratefluctuations by assessing its exposure to exchange rate risks and advises the management of any material adverse effect onthe Company.
Interest rate risk is the risk that the fair value or future cash flows of the Company and the Company's financial instrumentswill fluctuate because of changes in market interest rates. The Company's exposure to interest rate risk relates primarily tothe floating interest rate borrowings. The Company's investment in deposits with banks, deposits with others, investmentsin Compulsorily convertible debentures with fixed interest rates and therefore do not expose the Company to significantinterest rate risk. The Company's exposure to changes in interest rates relates primarily to the Company's outstanding floatingrate short term borrowing.
The Company also invests in debt mutual fund schemes of leading fund houses. Such investments are susceptible to marketprice risks that arise mainly from changes in interest rate which may impact the return and value of such investments. However,given the relatively short tenure of underlying portfolio of the debt mutual fund schemes in which the Company has invested,such price risk is not significant.
Other price risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate becauseof changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are causedby factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instrumentstraded in the market. The Company based on working capital requirement keeps its liquid funds in current accounts. Excessfunds are invested in current investments. The Company has investment that are susceptible to market price risk arising fromuncertainties about future values of the investment securities. The Company manages the price risk through diversificationof portfolio are submitted to the management on a regular basis
The Company has laid policies and guidelines which it adheres to in order to minimise price risk arising from investmentsin financial instruments. A 10% increase/(decrease) in prices would increase/(decrease) the equity and profit or loss by theamounts shown below.
The Company uses foreign exchange forward contracts to hedge against the foreign currency risk of highly probable USD,EUR and GBP sales. Such derivative financial instruments are governed by the Company's policies approved by the Board ofDirectors, which provide written principles on the use of such instruments consistent with the Company's risk managementstrategy. As the value of the derivative instrument generally changes in response to the value of the hedged item, theeconomic relationship is established. There are no forward contract outstanding as at 31 March 2025 and 31 March 2024.
(b) The fair value of the financials assets and liabilities is reported at the amount at which the instrument could be exchanged ina current transaction between willing parties other than in a forced or liquidation sale.
(c) The fair value of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of thesemutual fund units in their published statements as at Balance Sheet date. NAV represents the price at which the issuer willissue further units of mutual fund as well as the price at which issuers will redeem such units for the investors
The carrying amount of trade receivable, trade payable, capital creditors, loans, margin deposit, security deposit, cash andcash equivalents, other bank balances and other receivables as at 31 March 2025 and 31 March 2024 are considered to be thesame as their fair values, due to their short-term nature. Difference between carrying amounts and fair values of other financialassets, other financial liabilities and short term borrowings subsequently measured at amortised cost is not significant in eachof the year presented.
Financial Instruments with fixed and variable interest rates are evaluated by the company based on parameters such asinterest rate and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to accountfor the expected losses of these receivables.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observableor unobservable and consists of following:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directlyor indirectly.
Level 3: Unobservable inputs for the asset or liability.
The followingtable shows the Levels within the hierarchy, offinancialassets and liabilities measuredat fair value on a recurring basisas at 31 March 2025 and 31 March 2024: :
The Company's objectives when managing capital are to safeguard their ability to continue as a going concern so that theycan continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structureto reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amounts ofdividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt. Consistentwith others in Industry, the Company monitors capital on the basis of the following gearing ratio: (net debt divided bytotal 'equity')
40 Segment information
In accordance with Indian Accounting Standard (Ind AS) 108 on Operating Segments, segment information has been disclosedin the consolidated financial statements of the Company, and therefore no separate disclosure on segment information isgiven in these standalone financial statements.
The Company has a defined benefit gratuity plan governed by the Payment of Gratuity Act, 1972. Every employee who hascompleted five years or more of service is entitled to gratuity on departure at 15 days last drawn salary for each completedyear of service or part thereof in excess of six months.
This defined benefit plan exposes the Company to actuarial risk, such as longevity risk, currency risk, interest rate risk andmarket (investment) risk.
The plan is funded with Life Insurance Corporation in the form of a qualifying insurance policy. The following tablessummarise the components of net benefit expense recognised in the statement of profit and loss, the fund status andamounts recognised in the balance sheet:
The sensitivity analysis above has been determined based on reasonable possible changes of the respective assumptionoccurring at the end of the reporting period while holding all other assumptions constant. The sensitivity analysis presentedabove may not be representative of the actual change in the projected benefit obligation as it is unlikely that the changein assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, inpresenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated usingthe projected unit credit method at the end of the reporting period, which is the same method as applied in calculating theprojected benefit obligation as recognised in the Balance Sheet
Discount rate : The discount rate is based on the prevailing market yields of Indian Government securities as at the balancesheet date for the estimated term of obligations.
Salary escalation rate : The estimate of future salary increases considered takes into account the inflation, seniority,promotion and other related factors.
The Company provides for accumulation of compensated absences by certain categories of its employees. These employeescan carry forward a portion of the unutilised compensated absences and utilise them in future periods or receive cash inlieu thereof as per the Company's policy. The Company records a liability for compensated absences in the period in whichthe employee renders the services that increases this entitlement. The total liability recorded by the Company towards thisobligation was C15.12 and C12.83 as at 31 March 2025 and 31 March 2024 respectively.
* Cost of goods sold includes cost of materials consumed and changes in inventories of finished goods and work-in-progress.
# capital employed = Total assets - Current liabilities.
i) Current Ratio: On account of disinvestment of current investments for acquisition of subsidiaries.
ii) Debt-equity Ratio: On account of availment of loans during the year.
iii) Inventory turnover ratio : On account of decrease in Inventory.
iv) Trade receivable turnover ratio: On account of increase in trade receivable compared to previous year
v) Net capital turnover ratio: Increase on account of disinvestment of current investments for acquisition of subsidairies.
44 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) ofthe Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies,which uses accounting software for maintaining its books of account, shall use only such accounting software which hasa feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books ofaccount along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company utilizes multiple software applications for maintaining its accounting and payroll records. the Company hasassessed the implementation and operation of audit trail (edit log) features across these systems during the financial year.The status of audit trail controls is summarized below:
The audit trail (edit log) feature was enabled at the application level and the same operated throughout the year. However,the audit trail (edit log) feature at database level were not enabled.
The audit trail (edit log) feature was not enabled at the application level and database level.
The audit trail feature was enabled at the application level and operated effectively throughout the year. However, theIndependent Service Auditor's Type 2 report issued in accordance with SAE 3402 did not provide assurance on the existenceor effectiveness of audit trail controls for direct database-level changes. As a result, the Company is unable to ascertain theexistence of such controls.
The audit trail feature was enabled at the application level and operated effectively throughout the year. However, theIndependent Service Auditor's Type 2 report issued in accordance with SAE 3402 (Revised) did not confirm whether audit trailcontrols capture details of changes made at the database level. Accordingly, the Company is unable to confirm the existenceof such controls.
(a) Refer note 9 for investments made.
(b) Loans given to employees as per the Company's policy are not considered.
46 The Company neither holds any Benami property, nor proceedings have been initiated or are pending against the Company forholding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
For the purpose of reporting under this clause, management has provided disclosures only with respect to information ontrade receivables, creditors and inventories furnished to the lenders. There have been no disagreements between informationfurnished to the lenders and as per books.
48 The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 to the best of theknowledge of Company's management.
49 The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC)beyond the statutory period
50 The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previousfinancial year other than disclosed in standalone financial statements (refer note 58).
51 The Company has complied with the number of layers prescribed under the Companies Act, 2013.
52 The Company have not traded or invested in Crypto currency or Virtual Currency.
53 Other than disclosed in note 19, the Company has no borrowings from Banks and financial institutions
54 Other than disclosed in note 19, the company have not taken any borrowing based on security of current assets.
55 The Company has not been declared willful defaulter by any bank or financial Institution or other lender.
56 No transactions, which are not recorded in the books of accounts of the Company has been surrendered or disclosed asincome during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevantprovisions of the Income Tax Act, 1961).
57 Disclosure pursuant to requirements of Rule 11(e) (i) & (ii) of the Companies (Audit and Auditors) Rules, 2014:
(i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sourcesor kind of funds) by the Company to or in any other persons or entities, including foreign entities (Intermediaries) withthe understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identifiedby or on behalf of the Company (Ultimate Beneficiaries).
(ii) The Company has not received any fund from any party (Funding Party) with the understanding that the Companyshall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company(Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
The Board of Directors of the Company had approved arrangement for amalgamation of erstwhile wholly owned subsidiary,Casper Pharma Private Limited (Transferor Company) with the Company (the Transferee Company) in its meeting held on29 February 2024. The Scheme of amalgamation has been approved by the Hon'ble National Company Law Tribunal (NCLT)vide order dated 24 October 2024. The certified copy of the Order has been filed with Registrar of Companies, Mumbai on 4December 2024, on which the Scheme became effective on 1 January 2025 as per approved arrangement of amalgamation.Accordingly, the Company has accounted for the business combination transaction using the Pooling of interest method inaccordance with the approved scheme as per Appendix C of Ind AS 103, Business Combinations of Entities under CommonControl. Pursuant to above, the financial statements of the Company in respect of the prior periods have been restated as ifthe aforesaid business combination had occurred from the beginning of the preceding period, irrespective of the actual dateof the combination.
These properties were obtained pursuant to demerger with Suven Lifesciences Limited and are legally owned by the Company.However, the land records are pending for suitable change to update the name of the Company from the erstwhile company.
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders bythe weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earningsper share, the net profit attributable to equity shareholders and the weighted average number of shares outstanding areadjusted for the effect of all dilutive potential equity shares which includes all stock options granted to employees. Thenumber of equity shares is the aggregate of the weighted average number of equity shares and the weighted averagenumber of equity shares which are to be issued in the conversion of all dilutive potential equity shares into equity shares.Dilutive potential equity shares are deemed to have been converted at the beginning of the period, unless issued at a laterdate. Dilutive potential equity shares are determined independently for each period presented.
The options are granted at an exercise price, which is in accordance with the relevant SEBI guidelines in force, at the time ofsuch grants. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of facevalue C10 each.
No of option to be vested is based on the multiple of money (MoM) on the investment in the Company made by the Investors.No of options shall vest in tranches on the full or partial exit of the Investors from the Company. The fair value of the shareoptions is estimated at the grant date using Monte Carlo Simulation Pricing ("MCS") method, taking into account the termsand conditions upon which the share options were granted.
(a) The Board of Directors had approved on 29 February 2024, the Cohance Scheme of Amalgamation of Cohance LifeSciences Limited (Transferor Company) into and with Suven Pharmaceuticals Limited (now known as CohanceLifesciences Limited) ('The Company') under the provisions of Sections 230 to 232 of the Companies Act, 2013 subjectto receipt of applicable approval including approval from Hon'ble NCLT ("" Cohance Scheme "").
The Company received observation letter with ""no adverse observations"" from BSE Limited on 19 July 2024 andobservation letter with ""no objection"" from the National Stock Exchange of India Limited on 23 July 2024 respectivelyin relation to the Scheme of Amalgamation based on which it filed the application with the NCLT on 25 July 2024.
The NCLT vide its order pronounced on 22 October 2024 has directed the convening of the meetings of the shareholders ofboth the Transferor Company and the Transferee Company, for approving the Scheme of Amalgamation and dispensingwith the meetings of secured and unsecured creditors and serve notices to the concerned regulatory authorities
for seeking their representations, if any. Based on the NCLT order dated 22 October 2024, meetings of the equityshareholders of both the Transferor Company and the Transferee Company were held on 28 November 2024 to considerand approve the Scheme. The Scheme has been approved by the Members of the Company with requisite majority.
The Hon'ble NCLT, Mumbai vide its Order dated 27 March 2025 has sanctioned the Cohance Scheme. The Company hasfiled the certified copy of the Order with Registrar of Companies on 23 April 2025. As per the Scheme, the Appointeddate which is also the effective date of the Scheme has been determined as 1 May 2025. Accordingly, the Scheme shallbe accounted from the Appointed/ Effective date i.e. 1 May 2025 and in the manner prescribed under the scheme.
(i) The name of the Company i.e. "Suven Pharmaceuticals Limited" has also been changed to "Cohance LifesciencesLimited", effective from 7 May 2025.
(ii) The Company has allotted equity shares to the shareholders of the Transferor Company, in the ratio of 11 (eleven)fully paid-up equity shares of C1 each of the Company for every 295 fully paid-up equity shares of C10 each heldby such shareholders in Transferor Company. Accordingly, Company has allotted 12,65,38,578 equity shares ofC1 each to Jusmiral Holdings Limited, who was promoter shareholder of the Transferor Company. Consequent tothe said allotment of shares, Jusmiral Holdings Limited also forms part of the promoter group of Company andthe existing promoter, Berhyanda Limited, who was holding 50.1% (pre-merger allotment) equity share capital ofCompany, is now holding 33.34% shares of Company (post-merger allotment).
64 The Standalone financial statements for the year ended 31 March 2025 were approved by the Board of Directors on28 May 2025.
This is notes to the standalone financial statements including material accounting policy and other explanatory informationreferred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Cohance Lifesciences Limited (formerly known as Suven Pharmaceuticals Limited)
Firm's Registration No.: 001076N/N500013
Ashish Gupta Vivek Sharma Dr. V. Prasada Raju
Partner Executive Chairman Managing Director
Membership No.: 504662 DIN : 08559495 DIN : 07267366
Sudhir Kumar Singh Himanshu Agarwal Kundan Kumar Jha
Chief Executive Officer Chief Financial Officer Company Secretary
Place: Hyderabad Place :Hyderabad
Date: 28 May 2025 Date: 28 May 2025